An Unforeseen Love
by Dazzling Hope
Summary: He didn't know how it had happened, but it really had. He was in love with Samantha Puckett; there was no going back now. -A SPAM love story-
1. Chapter 1

**_I do not own iCarly or anything... I just LOVE the show _(:**

This is my very first FanFiction; Please review! I would really appreciate it! Thanks!

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><p><strong>Beautiful Disaster<strong>

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><p>Spencer Shay stared at the blank canvas before him. Lately he had no inspiration for his art. No sculptures, no paintings, nothing. For months he'd been so uninspired that he wondered if he had made a mistake not finishing law school like his father had wanted. Col. Steven Shay, who was stationed in a submarine as Officer in the U.S. Air Force, still didn't know Spencer had dropped out. He just never had the nerve to tell him. But this was the first time Spencer had ever questioned his decision to become an artist.<p>

He stumbled out of his room and into the living area where he plopped down on the couch and stared at the blank screen of the television set. Maybe if he looked at it long enough he would get an idea. He could only hope.

The door of the loft swung open and Carly and Sam walked in, tossing their book bags to the floor.

"Hey Spence," Carly said, not commenting on the fact that the TV wasn't on. She knew he was having a hard time with his art work and she knew that somehow he thought doing such things would help him. "No ideas for a painting yet?"

Spencer stood, turned to her and shrugged, "No." He rolled his sleeves up to his elbows. "How was school?"

Sam made a gagging sound. This was her usual response to the usual school related questions Spencer asked.

"Don't listen to Sam." Carly chuckled. "It was great! We've almost got all the planning for Prom finished! Actually, that s what I wanted to talk to you about." Carly shed her jacket and hung it on the coat rack while Sam disappeared in the kitchen.

Spencer crossed his arms over his chest. Sure, what is is?

"Will you go as a Chaperone?"

"Uh... I... I don't know Carly, I have something planned with Socko, and-"

"Sam already said you would."

Spencer shrugged and made a face.

Sorry, Spence, Sam said, over the kitchen counter. You re the only cool guardian at Ridgeway! Everyone even says that.

Spencer's face lit up in a grin, "So the kids think I'm cool, do they?"

Carly playfully gave her brother a punch in the arm, "So will ya?"

"Sure, I guess I could cancel my evening with Socko and his grandma... But do I gotta wear something fancy?"

Sam walked around the counter with a chicken leg in hand, "No, handsome, you can wear whatever you want!"

"Sam!" Carly scolded, "Don't tell him that! He'll want to go in his boxers!"

Sam took another bite off the chicken leg, "Yeah, so? Who doesn't like a grown man in yellow ducky-covered boxers?"

Spencer laughed. "You're both right!"

"No, Spencer, you actually have to get dressed up."

"Fine." He wasn't happy about this. Maybe you'll meet a single mom there! Spencer thought to himself. This was a good thing to look forward to.

"Eh, don't worry, Spence. Carly says I have to wear a dress and heals!" Sam made a face at her best friend. She was not one who enjoyed looking girly; it was too much work.

"Knock, knock!" Freddie didn't wait for anybody to answer the door, he just walked on in. "Hey Carls!" He gave her a smile and kissed her cheek, then glanced at Sam and grimaced, "Sam."

"Fredweird." Sam took a sip of her iced tea. She had no idea why on earth Carly would consider dating Freddie again. He was a weird-o. A techno-nerd. But somehow Carly thought he was 'perfect' and had, after Freddie having a crush on her since sixth grade, fallen in love with him after he pushed her from an on-coming Taco truck and saved her life.

"Hey Spencer!" Freddie waved at him in the kitchen.

"Hey Freddie." Spencer was too busy to look up, too busy to wave. Too busy doing nothing.

"What's up with him?" Freddie asked Carly, his hand on her back.

"He's got what he calls 'A Creativity Block'. Basically, he's uninspired and can't get into his art-work." Carly half smiled, half frowned.

"Poor guy," Sam said, taking another drink of her tea. "Is there anything we can do to help him?"

"I don't think so. He's just got to get his groove back, that's all." Carly motioned Sam and Freddie to lean in closer so Spencer wouldn't hear her next words, "I think he's tired of doing wacky projects but he doesn't know how to jump from that to mature stuff."

Sam looked back at Spencer and grinned, "Awe, our little Spence is growing up!"

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><p>Spencer sat on the edge of his bed and tied his shoes. He was wearing his tweed jacket with bright orange buttons, and had paired it with his best jeans and orange socks from Socko to 'tie everything together'. He stood and decided to see if Carly was ready to pick up Sam yet.<p>

When he stepped foot in the living room Carly shrieked and said, "Spencer! No, no. ...No, no. You cannot wear that to my Prom." She grabbed him by the arm and led him back into his room. She rummaged around in his closet until she found a grey suit jacket and pants set. "Here," Carly said, tossing them at her bother. "Put those on." Soon she found a black button down shirt and black dress shoes from their great-grandmother's funeral. "These too." But it took her a while to find a black pair of nylon men s dress socks because of all the 'Socko' socks. "Finally!" she said, triumphantly holding up the pair she was searching for. "Now, leave the top couple of buttons undone on your shirt, I can't find a tie so that'll have to do. Please, get ready quickly. We have to leave in fifteen minutes!"

With that Carly rushed out of her room closing the door behind her.

"Well!" Spencer huffed. He was half frustrated at Carly, but really, did he expect her to approve of such an outfit for her school Prom?

Thirty minutes later Spencer pulled into the Puckett's driveway and honked the horn. Carly and Freddie were in the back seat holding hands and making goofy faces at each other. Young love. Spencer was amused. He could remember his first love and how they used to act just like that. If only he knew back then how silly he looked...

"You really should go to the door and help her to the car, Spence. You're practically her date." Freddie said smirking.

"Ah! I'll help her to the car, Benson, but I'm nobody's Prom date!" Spencer got out of the car and walked up to the front door and rang the doorbell. Pam Puckett answered the door with a house coat on and rollers in her hair.

"Aren't you a little old to be going to Prom, sonny?"

"Uhh..." Before Spencer had time to answer, Sam pushed her mother out of her way.

"Ma, stop it! Carly probably just sent him up here to help me to the car in these heals," she looked at Spencer "which I can well do on my own!"

Spencer put his hands up, surrendering. "Oh I know... but let's humor them." he winked at the blonde who, surprisingly, blushed. Spencer held out his arm half expecting Sam to glare at him and make some awful remark about not needing a man's help... but instead she took it and smiled. When she stepped out into the crimson evening sun Spencer caught his first glimpse of Sam's ensemble. His mouth went dry and his heart pounded against his chest. Sam was beautiful, no doubt. Her black dress fit tightly to the top half of her thin body and flowed out in grace descending loosely from her hips until it reached its destination dragging the ground. "Sam," he spoke her name in pure awe.

"Yes?"

She looked up at him, her straight blonde hair blowing gently in the light breeze. Spencer tore his gaze away from her radiant blue/green eyes... something he'd never noticed about her. "Uh, you... you..."

"I what?" Sam's smirk grew wider across her face.

"You... look... b-beautiful tonight." He breathed the words as if they were his last.

"Thank you, Spence! You don't look so bad yourself. Did Carly pick that out?"

Suddenly Spencer wished he would have dressed himself. He was embarrassed, "Uhm, yeah." he felt his cheeks burn when she smiled as him.

They reached the car and Spencer opened the door. He waited by the side until Sam nodded for him to shut it. He hopped in the driver s seat and glanced in the rear-view mirror. Another look at Sam and he knew this night had changed something between them... at least for him it did.

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><p>Music boomed loudly throughout the entire evening. This is the time Spencer would mingle with the single mothers and get a couple of desperate woman to dance with him... but tonight he had no interest in such things. His eyes followed Sam around the room. She danced with several young men but none of them held her attention for very long until she was moving on to someone else. He'd last seen Carly dancing with Freddie, who was obviously having the time of his life. But how could he concentrate on his sister when Sam held his mind captive. He found himself thinking about her as what she really was. To Spencer she had aged over night. The last time he saw her, she was Carly's best friend... and now? Now, she was more than that him. Exactly how, he didn't know. <em>Stop it Spencer!<em> He yelled at himself between the walls of his secure thoughts. _What's your deal? She's eighteen! You're thirty-one for goodness sake! Thinking about Sam in that way is sick._ But Spencer didn't listen to his mind. Instead he watched Sam sway to the beat of the music.

Sam tried to keep her eyes on the guy she was dancing with but knowing Spencer had his eyes on her made that very difficult. She knew she'd caught him off guard in this dress, which had been her goal, but she didn't think he'd stare at her the entire night. She apologized to her dance partner and stepped off the dance floor to make her way to the refreshments table right by Spencer.

"Hey," she said nonchalantly without looking in his direction. This was hard to do without blushing for she could feel the ray of his hazel eyes scan her silky-black material covered body. Taking a drink of punch she finally turned to the tall man beside her.

"You don't look like you're having much fun out there." Spencer stepped closer to the table and reached in front of her to retrieve a cup.

"Nah. None of those goofs know how to dance." Sam tipped the cup back to receive the last of her punch. With that out of the way she had nothing more to do than to grab a pastry from the donut tray. As soon as she bit into the pastry, strawberry goo squirted down her chin. "Awh man!" she quickly chewed and swallowed the bite in her mouth then reached for a napkin.

"Hold still," Spencer said with a napkin already in hand. He took her chin and held her in one spot, slowly, gently whipping away the jam from her skin. "There you go," he said softly, still looking at her. Before he knew it his gaze had lifted and settled on her lips. They were slightly glossed and would probably taste like some kind of tropical fruit. _Knock it off, Spencer!_ He ordered himself. _Staring at her like this is completely inappropriate._

Suddenly, much to Sam's dismay, another young man by the name of Mitch Daniels came up to her and asked her to dance. Spencer being the gentleman he is gestured the guy to have himself a grand 'ole time as he stepped away from them both.

_Surely you aren't jealous, Shay..._ Spencer gulped hard. He was jealous. Jealous of a measly eighteen year old punk kid with his arms wound tightly around Sam. _That's MY Sam!_ He thought mean things about that kid until he realized what he was thinking. _No... she doesn't belong to me. She sees me as her older brother. I'm just Carly's brother. That's all I am... that's all I'll ever be._ Spencer went on sulking to himself until he realized Mr. Jerk-That-Had-Sam's-Attention was leading her out the double doors of the auditorium. Being the Chaperone of Sam he assumed that meant following her if she left the room with a terrible guy, right? Well to Spencer it did.

:-[next scene]-:

"Come on Sam! Let's ditch this place and find somewhere we can be alone. I've seen you looking at me all night long... don't try to hide your feelings." Mitch Daniels basically gave Sam no choice with his hand firmly around her wrist.

"Let go of me, you jerk!" Sam tried pulling her hand from his grasp but found he was stronger than her. This never happened to her... Sam Puckett was being taken down by a guy. She almost thought about screaming for help but decided against that when she realized Mitch could pull her into any closet with him and hold her there until the coast was clear. Sam knew what Mitch was up to but she didn't want any part of it. "Mitch, let me go!"

"No. You're too pretty to go home alone on Prom night. You and I are going to have a good time and then I'll drive you home. Plain and simple."

"No!" Sam pulled and pulled but Mitch was just too strong.

"Get your hands off of Sam right now." Spencer cut in front of Mitch with his hands on his hips. His face was stern, his tone nearly threatening.

"Spencer!" Sam felt tears sting her eyes; she'd never been so happy to see Spencer in all her life.

"And if I don't?" Mitch had stopped pulling Sam but had no obvious intentions of letting her loose.

"Then I'll call your Mother, the Principal, the police department... anything I have to do. Now, let her go or I'll have to take this to the next level."

Sam was shocked at Spencer for being so tough. And even more shocked when Mitch let go of her hand and took off running down the hallway. She hadn't realized she'd been resisting Mitch so much until she found herself on the floor after he'd turned loose of her.

"Here, let me help you." Spencer crouched down and held out his hand.

"Thank you for saving me, Spence. I don't know what I would have done if you hadn't showed up right then." Sam reached out and took his hand. Once she was on her feet again she brushed herself off and finger-combed her hair to tame it.

"No problem, kiddo. What are Chaperones for?" he grinned at her but soon the smile left his face when he saw the dark streak of mascara stream down Sam's cheek. He opened his arms and welcomed her to cry into his chest.

"I've never, ever been overpowered by a guy before. I was so scared." Sobs escaped Sam as she gripped tightly to Spencer's suit jacket.

"It's okay... go ahead and let it all out." Spencer's heart broke for her. Where jealousy had hidden deep within him for what Mitch had with Sam was now replaced with a sour stomach for what he wanted to do to her. I'll kill him if he ever tries that again... or anyone for that matter. Nobody lays a hand on my Sammy! Spencer stroked Sam's hair and tried to calm her with words like, "It's okay now." and "He'll never do that again, I promise."

Minutes of this passed until Sam's sobs quieted down. She leaned back and a small smile touch her mouth.

"Would you like me to take you back to the loft? I can stay with you if you want." He knew she wouldn't want to go to her own home.

Sam shook her head, "No, Carly and Freddie are having a great time. I'll just hang with you by the refreshments table if you don't mind."

Spencer had no napkins on him this time so he took his thumb and ran it along all the places where tears had once fallen. Here he was again, touching her soft skin. Only this time he wanted to protect her from all that was wrong in the world... like the minds of teenage boys. He knew what he'd do if someone ever tried that with Carly but he always saw Sam as a strong, independent girl who didn't need help from anyone... now he'd witnessed her struggle under the strong will of an idiot, and then she did the unthinkable... cried in his arms. "No, I'll get someone to stay with Carly and Freddie until they're ready to go home. You need to get outta here. I'll take you back to the loft and you can stay the night with Carls if you want."

Sam was tired of fighting. She was still holding on to Spencer and simply nodded against his chest.


	2. Chapter 2

_**I don't own iCarly. **_

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><p><strong>Tonight I Want to Cry<strong>

Spencer called Marissa Benson, Freddie's mother, to come and stay with the kids at Prom until they wanted to come home. He knew that Carly and Freddie would be cross with him for this because Marissa wasn't the kind of mother who just let her child do whatever. In one sense Spencer felt good about that because he knew she wouldn't allow anything to happen to either Carly or Freddie.

Marissa was there in a matter of ten minutes. She walked into the auditorium and headed right to Freddie and Carly. She stopped them in the middle of their slow dance and pulled them apart. "You must be six inches away from each other. The only body parts that should be touching are your hands."

"Mrs. Benson," Carly asked, afraid to look at Freddie for what she might get scolded for looking at him in a flirtatious way.

"Yes, Carly?"

"I don't mean this the wrong way, but, why are you here?"

Marissa told Carly and Freddie about what had happened with Sam and how Spencer was taking her to the loft. "But don't you worry. She'll be just fine, she's just a little shaken."

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><p>Spencer drove in silence for a while until he glanced over at Sam and saw the distressed expression that claimed her face. Her eyes mirrored the scene of Mitch forcing her through the school doors, Spencer could see it raw in his own mind. It was scary to him, he couldn't imagine how Sam felt. "Hey kiddo, whatcha think about over there?" he had to say something to bring her back to right now.<p>

Sam didn't answer right away but finally she got the nerve to speak about what was going through her mind as she remembered Mitch treating her like a dog on a leash with a master of little forgiveness, dragging her wherever he wanted, pulling her in the directions he demanded... not taking 'no' for an answer. It wasn't fair. "I'm the tough one, Spence. No guy should have that kind of leverage over me."

If he thought his heart had broken before, it had surely shattered now. "Sam you are tough, but that doesn't mean you're the toughest. That kid was using his physical strength over you as a tool to take advantage of you. A real man uses his strength to protect a woman from harm... not put her in it."

"Like you. You protected me." Sam innocently looked over at her hero and gave him a weak smile.

"I was there at the right time and did what I had to do to keep you safe." Spencer was kicking himself mentally for allowing distance come between him and Sam when Mitch came over.

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><p>Spencer unlocked the door of his loft and stood aside for Sam to enter. "If you want you can go put on a pair of Carly's pajamas so you are more comfortable." He laid his keys on the bookshelf beside him and shed his suit jacket.<p>

"Okay," Sam ascended the stairs and disappeared into Carly's bedroom.

Spencer unbuttoned his sleeve cuffs and neatly rolled them up to his elbows. With a stressed sigh he ran his fingers though his hair and looked at his reflection in the mirror. _You look awful, Shay._ Spencer examined the lines on his forehead and the slight bags under his eyes. _Keep this aging thing up and for sure Sam will never want anything to do with you!_ Spencer had had enough with his brain. He gave a tug as his hair and said, not so softly, "Shut up!"

"I didn't say anything." Sam was standing on the second stair landing with confusion in her pretty eyes.

At least it wasn't tears, Spencer was glad about that. "No, I was talking to myself. Sometimes I argue with me."

Sam let out a giggle and a smile followed. She'd found a pair of grey sweat pants and an old tattered t-shirt and was now comfortably out of that long, black dress. She was silent as she walked over to the couch and plopped down.

"Wanna talk?" Spencer sat down right beside her and put his arm behind her on the back of the couch.

"No, not really." Sam leaned into him and rested her head against him. She could faintly hear his heartbeat and felt safe somehow when he dropped his hand to her shoulder.

"That's okay. Just know I'm here if you want to talk... anytime." Spencer watched her steadily breathe out of the corner of his eye until he sensed she'd fallen asleep. Not wanting to wake her he stayed still for a while longer just to be sure she was deep enough asleep to not wake up by being moved.

Spencer slowly scooted aside. Then, not willing to leave her on the couch, he lifted her into his arms, her feet dangling over one, and supporting her back with the other, and carried her up the stairs. He quietly pushed Carly's bedroom door open with his foot and carefully laid Sam on the bed. He looked around the room for an extra blanket to cover her with but was startled by Sam's fearful voice protesting Mitch in her sleep.

Tears now stung Spencer's eyes. This Mitch kid was intruding on _his_ Sam's innocent sleep and he didn't like it one bit. He'd never seen Sam like this, tossing and turning, sweating and kicking until she sat up straight and gasped for air. Spencer rushed beside her with the blanket in hand and wrapped it around her bringing her closer to him. "I'm right here, Sam. You're okay. Go back to sleep."

"Will you stay with me, Spencer? I'm afraid to stay alone."

_No, no, no. BAD idea._ "I sure will."

"Can I ask you to do something for me?" Sam's voice portrayed her sleepiness.

"Whatever you want. You just tell me what you want and I'll get it for you." _Now you've done it, Shay. You told her you'd give her whatever she wants... Whatever she wants!_

"Can you make me a ham sandwich?"

Spencer blinked. He was willing to make her a sandwich but it was quite the unusual request. _Unusual? This is Sam! Sure she may have worn a dress and heals tonight and she just might have taken your breath away when she smiled... every time she smiled. However, no matter what, she's still Sam. And that's all she'll ever be. That includes ham sandwiches in the middle of the night._ "Sure. You okay 'til I get back?"

Sam nodded and sat up on her own.

Spencer jogged down to the kitchen and got some ham out of the refrigerator. He didn't want to leave her alone for too long so he moved quickly. _Spencer Shay, what are you doing?_ "I'm making a ham sandwich for Sam." Spencer told himself as if he needed confirmation. _Yes, but why?_ "Because Sam is hungry and wants a ham sandwich." He was in no mood for this. He'd been arguing with himself all night long and by now he was tired of it. _You're in love with her... You feel the need to protect her from Mitch and it seems the only way for that is to make her that sandwich. That's why!_ "Oh come on! I am _not_ in love with her." Spencer defended himself as he pulled two slices of ham out of a package and put them on a bun.

Before Spencer could do anything more Carly had barged in the door. "Where's Sam? You didn't send her home did you? She needs to be here so she can talk to me. Her mother would just tell her to suck it up!"

Spencer held up the ham sandwich, "No, Carly, she's upstairs. She asked me to make this for her, if you want to take it up to her you can."

"She can stay the night, right?" Carly took the sandwich and tossed lettuce on it before putting it all on a paper plate.

"Of course!" Spencer watched his little sister. She gathered up a few more snack foods from the cabinets she knew Sam would like, then took on the stairs as best she could with her hands full and wearing a long dress.

Spencer put his hands flat on the counter and soaked in the quietness of the moment. This wasn't how he remembered his Prom! No, at his Prom the guys were gentlemen, not animals.

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><p>Spencer turned the light on in his room and made a face at the mess of paints and canvases. He was a sad excuse for an artist. He'd lost his touch. He ran his fingers through his hair and had just sat down on his bed when he heard a knock at his bedroom door. Spencer saw her and swung the door open forcefully. "Sam?" Her eyes flashed fear and her shirt and bangs were wet. "What happened?"<p>

"Carly f-fell asleep. And I guess I did t-too. I had a n-nightmare. M-Mitch w-was there." Sam caught her breath in a hick-up between sobs. "When I w-woke up I was s-soaked with sweat. I tried to wake Carly up but c-couldn't so I thought I'd see if you were still up."

Spencer knew that the dream was about Mitch going further than he had in real life, and again, he wanted to kill Mitch Daniels. "Come here," he opened his arms wide and pulled her in for a hug.

"I'm sorry for bothering you. You were asleep, weren't you?"

He knew his hair was a mess but he didn't make a habit out of sleeping in his suit pants. "No, I wasn't asleep. And you're not bothering me, Sam. I don't want you up there scared. You did the right thing by coming to me."

Sam felt safe in his arms. "Thanks, Spencer."

When he thought she'd settled down he backed away, "Sit down on the bed." He walked her to the side of his neatly made bed. He grabbed a t-shirt from his drawer and tossed it to her. "Put that on." He said just before he disappeared into the bathroom. Spencer reached into the cabinet under the sink and got a wash cloth. _What are you doing?_ Why was it he fought with himself more when Sam was around? He knew what he was doing! He was taking care of Sam. He wet the cloth with warm water, wrung it out and entered his room with the damp rag in hand. "Lay down," He told her as he took her wet shirt that she'd changed out of and threw it in the clothes hamper. The t-shirt he'd given to her hung much looser on her petite frame.

Spencer sat on the edge of his bed stretching his legs out and rubbed the rag on her forehead and down the side of her face. He hoped it would calm her down. He leaned to her side a little more, resting his arm around her and his head against the wall behind him.

Sam pulled herself up close under Spencer's arm and rested on her side. She wrapped her arms around his waist. "I love you, Spencer." she muttered before slipping into deep, calm sleep.

Spencer couldn't sleep. One reason was because he didn't think it was _right_ to sleep with Sam right beside him. But also because his mind kept repeating what she'd said to him as she dozed off. _See what you've done? You 'take care' of her and now she thinks she's in love with you! I tried to tell you this was a bad idea. Now, she's laying beside you... in your room... on your bed. What's Carly gonna think?_ Carly would understand that absolutely nothing had happened, that Spencer kept himself awake the entire night. He didn't want to have to admit to his little sister that he _slept_ with her best friend. Even though that was all it was. _Sleep_. He thought about moving to the couch but was afraid Sam would have another nightmare. If she did, he wanted to be right there to calm her down.

Six long hours later Spencer drug himself off the bed. He groaned at how tired he truly was, but was proud of himself for not falling asleep once. He looked back at Sam. She hadn't moved an inch the whole night. The rag was still on her forehead. He stumbled into the kitchen and began frying some eggs and bacon for breakfast.

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><p>Just as he was putting the food on a large plate, Sam exited Spencer's room, still half asleep.<p>

"Good morning," Spencer was so tired he barely knew how to speak clearly.

"Morning." Sam said back. She pulled herself up to the counter, her head still spinning from the night before. Now that it was morning, Sam couldn't remember what had been a nightmare and what had been real. Had she really told Spencer she loves him? It was true, she did love him, but what made her say so last night? Was it because he'd been there for her? She didn't know.

"Are you hungry?" Spencer had to break the silence. He gave her a plate with a pile of eggs and three slices of bacon on it then poured her a tall glass of orange juice.

Sam didn't even answer his question. He knew she was always hungry. She smiled at him for giving her food.

"Want some toast?"

Sam nodded. "Yes, please." She took a long drink of the juice and sat the glass down.

Spencer toasted some bread and buttered a slice before giving it to Sam. "There you go."

He was exhausted, she knew. She'd woke up several times in the night, without moving, but noticed that he was still awake. This made her respect him so much more. She really should have gone back up to Carly's room, Carly would be wondering what had happened to her, but Sam felt safe with Spencer. And just knowing he would never take advantage of her made her feel that much safer.

Carly came down the stairs dressed with damp hair. She'd gotten a shower. "Morning, Sam." She smiled at the blonde. "I woke up in the middle of the night and you weren't in my room. Where'd you go?"

Sam felt her breakfast fall heavy into her stomach.

"She had a nightmare and couldn't get you to wake up so she came down here. I let her sleep in my bed so if she had another one I'd be there."

"Oh, okay." Carly smiled. She could have asked more questions but she knew Spencer was responsible and wouldn't do anything stupid with Sam. Especially with her in a vulnerable state like she was last night.

"Sam, you can go get some clothes out of my closet if you want. We'll go to the mall after I eat my breakfast."

This made Sam feel good. "Then to the Groovy Smoothie?"

"Of course!"

Sam smiled brightly. Getting away from everything on you mind would be nice... and a smoothie sounded awfully good too. "Take your time, I'm gonna grab a quick shower."

When Sam was out of earshot Carly grinned at her brother. "You didn't sleep a wink last night, did you?"

"How can you tell?" Spencer yawned.

"Because you're eyes are bloodshot." Carly said as she walked over to Spencer and gave him a hug. "And because I know you're a good guy."

Spencer hugged her back, happy to know she thought that of him. "While you guys are at the Mall, I think I'll take a nap."

Carly laughed.


	3. Chapter 3

** _I don't own iCarly. _(:**

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><p><strong>Realize<strong>

Things seemed to go back to normal after a while. Neither Spencer not Sam brought up her telling him she loved him. And now it had been almost a month later. Sam came over often and ate up his food and hung out with Carly and Freddie. They had become quite the couple. Spencer figured they would date through college and marry soon afterwards. He seriously doubted Carly or Freddie would want to start a family while attending college.

Spencer sat at his easel and sighed heavily. He hadn't painted anything in months. He still had no inspiration. The only thing he could think about... was Sam Puckett. He had thought she would be a mess emotionally after that happened with Mitch. The way she reacted surprised everyone but Carly. She'd seen that side of Sam before. But Sam didn't seem to be bothered by it anymore. She was back to her normal self, hiding the pain and all her insecurities form the rest of the world.

Suddenly he heard the door shut and a couple of bags hit the living room floor. He left his room to see Carly and Sam. "Hey guys!" He cheerfully said.

"Hey Spence!" Both girls said simultaneously. "Freddie will be over soon to do _iCarly_."

"This is your last one, right?" Spencer went into the kitchen and poured them each a glass of tea.

"Yep. I'm kind of sad to be doing this for the last time but we can't do _iCarly_ and go to college. Sam's staying here, and Freddie and I will be in different colleges. It would be way too complicated. Anyway, we need to focus on the last couple of days of being high school students!" Carly sipped at her tea.

"Yeah, I can't believe I graduated!" Sam laughed.

"Oh we all knew you had it in you, Sam. You just needed to see it." Carly was proud of her best friend. Sam had really worked hard to earn this. They all had.

A knock at the door indicated Freddie was here. "Come in!" Shouted Carly.

Freddie entered the loft with his laptop and kissed Carly. "I missed you, Carls." he made a pouty face.

Carly giggled, "I'm sure you did. We were away from each other, what? _An hour_?" she playfully poked his tone midsection. "Come on," Carly slid off the bar stool. "Let's go do one last _iCarly_."

When the kids left Spencer went back to his painting, or the lack thereof. He looked at the blank canvas. "Why can't I think of something?" he groaned. All he could think about was Samantha Puckett. This wasn't fair at all. _You're in love with her, Spencer..._ His mind told him. Over and over; _You're in love with her..._ "No I'm not!" Spencer said to himself. Was it even possible to fall for an eighteen-year-old girl at the age of thirty-one? It was barely legal!

* * *

><p>The next several days passed quickly. Carly and Sam tried on too many out-fits to count, and each one had to be modeled, "This is our Graduation! We have to look our best!" they would say every time he and Freddie would complain about not wanting to sit still and say what they thought about that out-fit and what was better about it than all the others. Finally Freddie stood up and said, "Carls, you'll look amazing in anything! Stop stressing about it." After he'd said it, he just knew he'd get pummeled by Carly. But instead of getting upset she gave him a corny smile, "Awww, Freddie! Do you really think so?"<p>

Spencer shook his head. He couldn't believe Freddie had just won that battle. He even got a kiss for it! Unbelievable.

Now the big day had arrived. Spencer was seated with the other parents and guardians. The kids had walked across the stage and received their diplomas, and now Carly was giving her 'goodbye' speech.

"I just want to say how grateful I am to all the teachers here at Ridgeway! I think I speak for everyone when I say, you all are the most different bunch of teachers on the planet. We learned so much from each of you..." Carly paused and said with a smirk, "We learned a lot more from you than what you taught us during school hours. Like Principal Franklin," She looked at him, still smiling, "You may not think so right now, but he's a normal human being. He has a house, a family, and a computer... just like all of us!" Carly turned her head to Ms. Briggs, "And we all learned that bag-pipes can be a very ...entertaining instrument to have played on _iCarly_!"

Spencer laughed having remembered that particular web-show episode.

"I am also so grateful for the students here. It's amazing how some of us walked through those school doors four years ago as perfect strangers. Now, look at us! We laugh together, we cry together, we're graduating together! I couldn't be any luckier to have such amazing friends. Thank you all for making these four years the greatest years of our lives! Now, Class of 2013, it's our time to show everyone what we've got. Let's change the world!"

Spencer wiped tears from his eyes as Carly walked away from the mike and sat with her classmates. Everyone stood and applauded her inspirational speech. He was so proud of the woman Carly Shay had become.

* * *

><p>Two weeks later it was Sam's nineteenth Birthday.<p>

Somehow Spencer had gotten himself into helping with the surprise party by getting her into his car and driving around aimlessly until someone called with the okay to bring her to the loft.

So here he was, driving, with Sam looking at him obviously confused. "I don't understand. You said there was a- "

"I know what I said. I lied to you." He couldn't keep a secret and Carly knew that. Why, oh why had she trusted him with this mission? "There really is no _All-Things-Ham Festival_. Freddie just told me to say that."

"Why?"

Spencer pulled over to the side of the road. They were in the suburbs so no-one threatened to run them over. "I was supposed to keep you away from the loft today while the others set up your surprise birthday party."

Sam twisted her lips. "Oh, well that's... nice."

"Yeah, and I just blew it."

"No you didn't. I can still act surprised." Sam grinned.

"Would you? It really means a lot to Carly. She wants this Birthday to be the very best."

Sam smiled at Spencer. He was so handsome. "Sure, Spence. Anything for you."

_Anything..._ Spencer thought about the word for a while. He realized he really wanted to kiss Sam Puckett. Was it completely inappropriate? Maybe. But now that she was nineteen, he felt a little better about it.

Sam looked into Spencer's eyes. She could tell he was thinking about kissing her because his gaze soon fell to her mouth. He'd stared at her for so long, she wondered if it was possible for lips to blush. "Spencer," Sam touched his chin and brought his gaze back up to her eyes.

"Yes?" Spencer's entire body was well aware of Sam's delicate fingers pressing his chin up lightly.

Sam wondered if she should make this move, but the question only survived a moment in her mind. "Kiss me."

Spencer's heart raced. Surely she didn t mean it. He wanted her to mean it, but really, could she feel the same way he did? He leaned towards her and touched her lips with his own. His hand shook as he reached up and traced Sam's jaw-line with his index finger. He'd waited for this moment for so long, not believing it would ever really happen, it seemed sir-real now that he was right here. He took his rough hand into her blonde hair and felt its silky texture fall between his long fingers.

Sam smiled in the middle of the kiss as she thought about all the things she wanted her and Spencer to become. In this very moment, Sam was truly happy.

Then, at exactly the worst time possible, Spencer's cell phone rang, causing them to jump away from each other. He gulped, not knowing if his voice was steady enough to answer yet.

"Hello?" Spencer answered, clearing his throat.

It was Carly. She was telling him he could bring Sam now. The loft was ready.

Spencer closed the phone and turned the key in the ignition.

"That was Carly," he said, "They're ready for you now. Remember, act surprised."

"Don't worry, Spencer. I'll will." She smiled at him. She was by far not ready to leave this moment with him yet. If she had her way, she'd never leave it.

"Oh, and Sam," Spencer glanced at her, nervous that she might tell Carly about the kiss. "Please, can we keep that back there... between us? Just us,"

Sam wasn't happy with this but she assumed he needed time to think about where they'd go from here. They'd been friends for so long, this would be a real change for them. But Sam was ready if he was. "Sure, Spence. I mean I'm not sorry it happened... but if you need to work this out in your head, I understand."

_Work it out in my head. Yeah right!_ Spencer knew his mind would show no mercy for kissing Sam. It was a lapse in judgment, a moment of weakness... a huge mistake. "Yeah, I need time to think."

Sam sat back in her seat and smiled to herself. This was going to be just wonderful! Everything was going to work out, she just knew it.

The rest of the night flew by. Spencer and Sam acted as normal. She spent most of the time with her friends and he spent most of the time in the kitchen. He watched her though, every move she made, he saw it. _You're in love with her..._ This time it wasn't his mind speaking, it was his heart. Spencer shrugged and turned away, "I know." he whispered to himself. He didn't know how it had happened, but it really had. He was in love with Samantha Puckett; there was no going back now.


	4. Chapter 4

_**I don't own iCarly.**_

* * *

><p><strong>When a Heart Breaks<strong>

Sam stared at a picture of her and Spencer. Carly and Freddie were in the picture too but she didn't acknowledge them. She touched the place of the picture that was Spencer and sighed. This had gone on long enough. She'd stood back from Spencer for two weeks to give him space to think about whatever it was he had to think about. But now, Sam was tired of waiting on him to give her the okay to be more than his friend. She sat the picture down on her dresser, grabbed her jacket and headed out the door for the Shay loft.

After about a twenty minute walk, Sam reached her destination. She took a deep breath, determined to go about this calmly. Even if Spencer was uncomfortable, Sam was going to spend time with him. She needed that. She needed to be near Spencer.

Spencer was in the kitchen making lunch when Sam barged through the door. "Hey!" She said in her usual tone.

_Now what? Sam's in your loft. She's here, Carly isn't. You're alone with Samantha Puckett._ Spencer thought to himself as he tried to preoccupied his mind with a bowl of raw hamburger.

"Where's Carly?" Sam asked walking over to the opposite side of the island that Spencer was on. She knew full well that Carly was on a date with Freddie, she just didn't want _Spencer_ to know that she knew.

"Uh" Spencer's voice was rough. "She's out with Freddie."

Sam made a face trying to cover up her knowledge. "Sooo... whatcha cookin?"

Just the simplest question drove Spencer insane. When she asked about his art or his cooking... or anything having to do with him personally it made his heart pump harder and harder.

"Hamburgers." he said, still not looking her in the eyes.

"Can I help?"

_No!_ Spencer's mind screamed but his heart had already answered with a _Yes!_ He nodded and moved over to give her room. "You just take a hand-full of hamburger and keep adding some until it's a nice sized patty. Then you push your thumb in a little at the middle of one side of the patty. That way, after it's cooked, it be nice and flat instead of having a bump." He showed her with the patty he had in his hand then placed it on the cookie pan in front of them.

"Like this?" Sam followed his instructions perfectly.

"Yes, that's perfect. Now just put it on that pan with the others." Spencer was finally settling down with her standing so close to him. It wasn't easy. Her long, blonde locks would brush his arm and send chill bumps up and down his spine. Five more minutes of this was too much for Spencer. "Okay! That's good. Now I'll put them in the grease on the stove."

"But we still have some hamburger left." Sam said before grabbing a towel to wipe off her gooey hands.

"Yeah, well, that's okay. I'll save that for later." Spencer had hoped this would give the two some distance, but it didn't. Once she'd wiped off her hands she was right next to him with a pair of tongs lifting the patties from one pan and setting them in another. The grease sizzled at the contact of the raw hamburger but Spencer wasn't paying attention to being careful. His eyes were on Sam.

"Ouch!" Sam shrieked holding her hand as she backed away from the stove.

Spencer hadn't been watching his own actions and had dropped a patty into the grease making some splash onto Sam's hand. "Sam, I'm so sorry!" He tossed his tong to the floor and bolted to the fridge. "Here," he pulled out a pitcher of iced tea and set it on the counter. "Put your hand in this!" he gave her no choice as he had already grabbed her arm and had dunked their hands into the cold tea.

"What will this do?" Sam was grimacing from the pain.

"I'm not sure how but it calms the burn so it doesn't hurt." Spencer was still holding Sam's hand in the cold liquid.

"Spence, I'm okay." Sam looked up to see Spencer standing closer than she thought. She could feel him breathing. She could see all the colors in his eyes. She could smell the faint scent of his aftershave.

Spencer knew he had to back away from her or he would do something he'd regret but his hand reached up to her face anyway. He reached forward and stroked her smooth cheek. His heart beating faster and faster, he wondered if it would pound right out of his chest. He didn't care. Right now the only thing he cared about was Sam... _Samantha_... he thought. _Yes, Samantha fits her better now. She s much too pretty to be a Sam._

With that Spencer had had enough. He tilted his head and got closer to her. _Here's your last chance to pull away before this all becomes too crazy. Crazier than it already is..._ Spencer's mind, still reasoning with him, was getting on his nerves. He pushed his lips against Sam's. He didn't even notice their hands were still in the iced tea. He took his out of the tea and cupped both hands to her face.

The sudden chill of his cold, wet hand, made Sam gasp and jump. Spencer shrugged. "I'm sorry... again. I forgot my hand was in there too."

Sam laughed, "That's okay." She stepped closer and smiled up at him. He was much taller than her, but she didn't mind.

"Sam," _Ahh we're back to that are we?_ Sam is so much easier to deal with than Samantha.

"Yes, Spencer?"

He took a step backwards and looked away from her. "I shouldn't have kissed you."

"And why not?" Sam was tired of this. She closed the distance between them once more. "I like you and you like me. Don't try to deny it, Shay!" She grabbed the collar of his button-down shirt and brought his face closer, pressing her lips against his.

Spencer wanted nothing more than to forget about the consequences of falling for a teenager but he just couldn't... no matter how amazing of a kisser she was. No matter how she invaded the privacy of his thoughts. Even if he'd already fallen head over heals in love with her, he couldn't ask her to be in a relationship with him. It would simply never work. He took her hands and removed them from his shirt collar hoping she would back off, but instead she intertwined her fingers with his. Spencer loved this. He loved holding her hands, but this had to stop now. "Sam," he spoke between kisses but she ignored him. "Sam, we can't," Spencer let go of Sam's hands and gently nudged her giving them that much needed space.

"When are we going to get off this rollercoaster, Spencer? You act as if you like me but then you say we can't be together. Why can't we? Huh?" Sam was nearly in tears. How was he the only guy who could save her from all her fears, make her feel safe and give her something to laugh about, and be the same man to force her into tears?

Spencer moved further away from her. Someone had to tend to the hamburgers. He flipped one over, and then another. He wasn't trying to ignore her but rather he was thinking about his answer.

"Spencer, talk to me. We can't keep living like this! Either we're going to be something or we're not. You tell me 'cause I'm right here, ready and willing to do whatever you want."

"I think we should go back to normal, Sam." Saying this broke his heart. He didn't want to go back to normal, he didn't want that at all... but what else could he do? The relationship he wanted wasn't appropriate to share with his sister's best friend... although it was clear to him he didn t see her that way anymore. She was an adult.

"You mean, be just friends?" Sam's voice cracked from fighting back tears. The place in her heart that had once been inflamed with a love so strong for this man was now filled with a hurt that felt like death. She wasn't angry with him; this she knew... she felt such deeper emotions than that.

"I think that's what would be best for both of us." Spencer never turned to her. He only watched the cooking meat in front of him.

Sam didn't care anymore; she let those heavy tears fall from her eyes, "Fine." She was at the door now, turning to go, but her heart ached so badly that she couldn't leave without letting him know the feeling he left her with, "I_ hate_ you, Spencer Shay."

Spencer slowly nodded, though no one was there. The pit of his stomach was churning and a sickening feeling raged deep within him until the hamburgers had lost their appeal. He switched off the fire under the burner and let what little air Sam had left in the room flow through his lungs. _This is entirely your fault. You lied to her when you said being friends was the best thing. You know better than that. You are fully aware that you'll be miserable without her in your life._ "She's still in my life," Spencer tired to lift his spirits, but it didn't work. He knew he'd messed this up... he knew that Sam wouldn't be in his life. Not really. She'd fill a space in his loft from time to time, she'd eat his food, she'd be nice to him and him to her... but _Sam_ was no longer in his life. That reality almost killed Spencer.

Spencer laid his head against his pillow. He could see the scene in his mind, still fresh as if he'd just said the words, felt the pain and cried the tears of losing the greatest thing that had ever happened to him. Sam. Every breath he took seemed to be the last, every beat of his deflated heart felt like misery.

Carly stood in the doorway of her brother's room leaned against the framework. She'd been silently standing there long enough to see the distress on Spencer's face. _He really loves Sam!_ Carly had come home hours ago to Spencer like this. She'd then got a call from Sam saying she'd not be coming again for a long time. When Carly asked why ans Sam further explained the cituation she became angry with Spencer for breaking Sam's heart. But now that she stood in his doorway, ready to chew him out for hurting her best friend, she saw he was hurting too. And she wondered why. If he did care for Sam as much as still body and soft sobs let on then why did he tell her they could only be friends? Carly knocked on his open door to let him know she was there; he didn't budge. "Spence, can we talk?"

Spencer felt tears well in his dark eyes again. He thought he'd cried all the moisture out of his body. "I'd rather not." He pressed his face into his pillow. Maybe if he stayed in this position long enough he could escape from all this.

"Sit up. We're talking." She stomped over to him and pulled him up.

"You're not my Mother, Carly Shay."

Carly rolled her eyes. "Why would you break Sam's heart?" She had no reason whatsoever to wrap up her questions with a frilly bow on top. This situation wasn't pretty and neither were the further questions she had for her brother.

"Carls, you don't understand. Sam and I are worlds apart. She's-"

"In love with you!" Carly had no problem finishing his sentence. She knew he would try to blame this on their age differences but she was in no mood for that little game. "And why wouldn't I understand about the woes of a relationship? I've been in love with Freddie for two years now. I really did fall in love with him after he saved my life but when he asked us to take a break I got scared that he was moving on. I waited and waited for two long years. I dated other guys, sure, but none of them were Freddie. None of them captured my heart like he did. Luckily for me, when I finally got the nerve to talk to him about this, he had been patiently waiting for me. He knew I was struggling but he said I had to make up my mind."

Carly didn't sit. She wanted Spencer to hear her out, not think she was just trying to make him feel better. "Now here you are in love with Sam, she's in love with you and you're too scared to do anything about. Get that thought that she's too young to be with you out of your head. You two have so much in common; one of those things being that you love each other." With that Carly left.

Spencer sat still in the darkness of his room. Carly had yelled at him. She had scolded him. And she had been right. But Spencer couldn't get it out of his head. What would people say about a thirty-one year old man in a relationship with a teenager? Some would say to live your life as you want, not as others think you should... but it was the ones who glared at you for living a life that was different, against the grain of others. Those people scared him.

But it no longer mattered. Life as Spencer knew it was over. He'd never felt so hopeless... so _meaningless_ in all his days. He hadn't known it until it was too late. He was in love with Sam. It had happened so quickly, so fiercely, that he hadn't known what hit him... until Sam left. When she walked out... she took a majority of his heart with her. Now he was lost.

* * *

><p>Spencer squeezed some fresh lemon juice into his glass of ice water. Too lazy to throw it away, he just dropped the juiceless lemon in the water too and took a big swig. "Whew!" He made a creative face. "That's sour!" He leaned across the counter and took another drink. "Still sour!" he said, recreating the expression in a more exaggerated way. He looked at the cup of water, thinking about drinking more when he heard a knock at the door. He was almost upset by this interruption on the most exciting thing that had happened to him over the past six weeks. Six weeks since he told Sam they would always be just friends. Six weeks of pure agony. He had only seen her once in all those weeks. And those brief minutes were torture. He wanted to tell her he was sorry. But he couldn t; she'd never forgive him. She would probably never believe him anyway.<p>

He opened the door to see his "Uncle Morgan", The Kernel.

"Hello, Spencer!" Said the Kernel in his usual Military voice.

Spencer, having missed his Uncle Morgan ran to him in an embrace.

"At ease." The Kernel sternly said. He never enjoyed _Spencer hugs_. "I come with an invitation from your father."

"Oh? For what?"

"I'm getting there."

Spencer asked Kernel Morgan to come in but he said he had other places to go.

"I'm here strictly to give you this," He handed Spencer a white sheet of paper with fancy writing.

"What's this?" Spencer looked the paper over.

"You're father will be attending the _Military and Family_ banquet in two weeks. He wants you and Carly to both be there."

Spencer nodded, still looking at the paper but not really reading it. "Okay, sounds like fun."

"He insists on Carly bringing Freddie Benson so he can meet him."

Again, Spencer nodded. He would want to meet Freddie too if Carly was his daughter. Carly was her dad's pride and joy and he loved to try to protect her. That meant knowing who she was dating too.

"Spencer, he insists upon you bringing a date as well. He wants to know why you aren't married too. He says a thirty-one year old man should be married by now."

_Pop_ went Spencer's balloon. "A d-date?"

"Yep; is that going to be a problem?"

Spencer scratched the back of his head. "Uhm... nope,"

"Good!"

Spencer and the Kernel said their goodbyes. He closed the door and felt his heart rate plummet. How could he find a date in two weeks? How could he date anyone other than Sam?

It was then and there that Spencer woke up to the fact that he couldn t live without Sam. It had taken him six weeks and a broken heart to see it, but now that he had to find a date he knew he couldn't. Even if that meant risking disappointing his father, he wouldn't go to that banquet with anyone besides Samantha Puckett. _Two weeks..._ Spencer thought about all he could do in two weeks. If he concentrated and didn't give up, he might just have a way to get Sam back. If she could ever forgive him.

Spencer ran into his room and got the biggest canvas he had. He grabbed every color of paint and set up his easel and began. Once he started he couldn't stop.

* * *

><p>Carly walked into the loft and was surprised to see the apartment a wreck. "Spencer, what happened in here?" she said tiredly.<p>

When Spencer stepped into the living room he looked wide awake and alert.

"What's wrong with you? When I left you were all depressed."

"Come!" He said. His heart jumped with excitement. He felt confident that this would work and he was becoming happy again.

Carly gave him a skeptical look but followed him into his room which looked worse than the living room. "What in the world-"

"Shhh!" Spencer led her to a specific spot and had her close her eyes. When he was all set he said, "Now, open your eyes!"

Carly did... and saw the most beautiful painting. "Oh Spencer! This is for Sam, right?"

"Yes! Can I ask you a favor?"

"Anything!" Carly was getting excited too. Spencer had finally stepped out of his 'doldrums' and was now embracing getting Sam back. She couldn't happier. She just hoped it wasn't too late.

"I need you to get Sam to go with me to the banquet."

Now Carly was confused. "What banquet?"

Spencer then realized he hadn't told her about it yet. "Here, read this." he handed her the paper Kernel Morgan had given him. "Uncle Morgan said we both have to bring dates. Dad wants to meet Freddie and says I have to bring someone too. It has to be Sam. I can't take anyone else."

Carly read the paper. "Okay. I think I can get her to come. But it won't be easy."


	5. Chapter 5

_**I don't own iCarly. **_**(:**

* * *

><p><strong>Love Inspired<strong>

"Hey Spence," Carly knocked on her brother's bedroom door. "Are you ready yet? I need to see your outfit so I can help you find another one."

Spencer opened his door and entered the hallway in a tuxedo and an already-tied bow tie. "What do you mean by that?" he smirked.

"Spencer, you look... really, really nice!" Carly couldn't believe her eyes. His hair was combed, the bow tie was tied right and he had his shoes on the right feet! She knew he could get dressed up nicely by himself... he just usually chose not to put the effort into it. But Carly sensed Sam was the reason for his effort this time. "Where'd you get that tux?"

"I bought it yesterday."

Carly looked at him funny, "You know you can rent tuxes, right?"

Spencer had actually known this! "Yes. I decided to buy it. I hope to need it again soon." He smiled brightly at his little sister.

Freddie soon showed up at their door, also wearing a tux, his rented. "Whoa, Spence, you look great!"

"Thanks! You too!" Spencer was now checking on his painting.

"What's that?"

"This," Spencer held it up, "is a gift for Sam."

"Ah, that's nice." Freddie said though he had no idea what the painting was about; he hoped whatever it meant Sam would like it. Even though he and Sam had never really gotten along he wanted her happiness; and Spencer had always been like a brother to him so he wished only the best for him.

Spencer wrapped a sheet around the painting to keep it safe.

"Are you guys ready? Daddy just called my cell. He says he's waiting out front." Carly asked. She'd changed into her evening gown and had obviously stunned Freddie. Her lavender, floor-length strapless dress had been accompanied with a long, silver necklace. It hung loosely around her neck in a delicate chain that held tightly to a diamond encrusted circle.

"I m ready!" Freddie held up one hand. He simply could not wait to dance with his girlfriend; however he was nervous about meeting her father.

Spencer was ready too. He took the wrapped painting under his arm as the three of them headed out.

* * *

><p>"Daddy!" Carly ran from Freddie's side to embrace her father.<p>

Steven Shay stood tall like Spencer, and other than Steven being bald and fitter than Spencer, they looked a lot alike.

Freddie, wide-eyed and scared to say the wrong thing, took his time walking to Carly's father. Besides the fact that Carly was her daddy s little girl, "Col. Steven Shay" was a U.S. Air Force Officer. If he didn t like Freddie Benson, Freddie Benson would mysteriously disappear. He cringed when Col. Shay spotted him and motioned him to come closer.

"So!" Steven said, Carly still holding on to him. "You must be _the_ Freddie Benson. I've heard way too much about you, son."

Carly blushed, "Daddy! Stop it." She giggled.

Freddie didn't really know how to respond, "Uh, thank you? ...Sir!"

Steven stepped away from his daughter and held out his hand to the young man. "Please, call me Steven."

Freddie felt more at ease. He breathed a sigh of relief and shook Steven's hand, "It's nice to finally meet you, Steven."

"Likewise." Steven said. He left the young couple alone as he ventured over to his son. "Spencer Shay, my boy!"

Spencer shut the back gate on the limousine. "Hey Dad." He gave his father a hug. "That's for Sam. I'm hoping she'll give me a chance to need it tonight."

"Sam Puckett? Carly's best friend?"

Spencer's head went down. "Yes. I don't know how it happened but I fell in love with her; and that painting will hopefully let her know how I feel about her. I doubt she'll forgive me though. I hurt her pretty bad." Spencer knew he was rambling on but he couldn't help it. He was as nervous as could be.

"How's Law School?"

The moment of truth had come. Spencer had decided if his father asked about Law School, this time he'd tell him the truth about dropping out. If he could tell a nineteen year old that he loved her, he could tell his father he loves to paint. "I dropped out of Law School three days after my first class. It wasn't what I wanted to do."

"Why didn't you tell me?"

"I didn't want to disappoint you."

"Son, I want what's best for you. And if that means you being madly in love with a teenager and using art work to support your future family, so be it. I support you, Spencer. I love you."

Spencer exhaled as if letting go of all his anxiety. "Thanks Dad!"

The ride to Sam's house seemed to be forever, but once the limousine driver pulled into the Puckett's driveway Spencer's heart was in his mouth. "Carly," he was so anxious.

Carly seemed to know what was going on, "Spence, you'll be fine. Just do the same thing you did for Prom. Everything will be just fine."

Spencer was unsure of this but he got out anyway. He almost wished someone else could escort her, but that was completely out of the question now. He reached the front door and knocked. Moments passed. He was sure Sam had decided not to go, but eventually the door opened. This time it was only her. She stepped outside and, just like the first time, Spencer's heart rate skyrocketed.

"Good evening, Sam." Spencer smiled at her, hoping she would return the gesture.

"Hello Spencer." Though she her voice was kind, Sam did not smile. She did not look at him. She took his arm and they walked.

Though she wouldn't so much as glance at him that did not stop him from staring at her. She'd aged since he last saw her. Her complexion was more mature, her eyes were a darker blue... although that might have been because of the dress she wore. It looked quite similar to the white one Marilyn Monroe was always pictured in, only Sam's was blue. A deep, soulful navy blue. She'd paired the dress with a pearl necklace and sandal high heels the same color as the pearls. Her hair was curled and fell flawlessly around her face.

They reached the limousine where he opened the door and allowed her to slide in beside Carly who gave her a hug and commented on how beautiful she looked. Spencer scooted in beside his father.

"Sam," Spencer said, hoping to get her to look at him. It worked. "This is mine and Carly's father, Steven Shay."

"I've heard many great things about you, Mr. Shay! It's so nice to meet you." Sam smiled at the older Shay and leaned forward to shake his hand.

Steven received her hand and shook it less firmly than he had Freddie. "Great things, huh? I bet not as great as the things I've heard about you, Miss Samantha." He glanced at Spencer and grinned. "Please, call me Steven."

"Okay," Sam smiled again and scooted back into her seat. Maybe this evening wouldn't be so bad. She glanced back at Spencer and saw his eyes glued on her. Or maybe it will go worse than she thought.

When they had arrived Steven was the first to get out. Second was Freddie, who helped Carly; and then Spencer who firmly took Sam's hand. He wasn't willing to let her go.

Sam had that feeling again. That feeling she always got around Spencer. It scared her but also made her feel safe.

"How have you been?" Spencer had to say something to her.

"Fine." Sam wanted to say more, but found herself nearly in tears with him holding her hand. She'd tried to pull away from him but he'd taken a better grip. It wasn't like Mitch's grip had been. It was a grip that told her if she really wanted to let go, she could, but he preferred she didn't. So she held on.

Once they were inside, they saw there were tables everywhere to sit and eat.

"Here's our table." Steven Shay motioned everyone to the table he was standing by. There were just enough for them all.

The waitress brought their menus and they each ordered.

"So, Sam," Steven was interested to learn more about Sam, the girl who had his son's heart. "How long have you known Spencer?"

Spencer looked at his Dad with wide eyes. What was he doing? But when he looked at Sam she didn't seem to have a problem with the question.

"The day I met Carly I followed her home from school and Spencer was there." Sam didn't look at Spencer though she knew his eyes were on her again. She felt her cheeks heating up and looked down at the empty space in front of her at the table.

Luckily for them, Steven didn't ask any more questions. Spencer was glad when the food came. He ate but wasn't really that hungry. She saw that Sam had barely touched her food. Steven asked Freddie some questions about dating Carly and was obviously happy to find out that his mother was over-protective and barely allowed them to do anything. Steven had been impressed by the morals Freddie had and the visible love and respect he showed for Carly.

The next part of the evening went slowly. A man on a platform thanked each of the Servicemen and women by name. Then the crowd of people were invited to mingle. There was a room the same size as the one they were in without tables where they could dance.

_This is a lot different from Prom._ Sam thought to herself. _The songs and music are a lot more classical and the food is a lot daintier..._ She picked up a small 'drop' of chocolate and tossed it in her mouth even though it didn t please her stomach. She'd lost weight over the last six weeks because nothing seemed to taste that great anymore. She didn't think having a broken heart would ever curb her appetite, but it had. And she didn't think she'd ever fall so hard for Spencer, but she had. The part that made her maddest of all was even though he told her they would only be friends, she loved him more right now then she did six weeks ago. Sam sighed and took another chocolate into her mouth.

"May I have this dance?" Steven Shay held out his hand to the young woman with a smile on his face. He almost saw Sam as his own daughter. She'd known Carly a good part of her life and somehow she had affected Spencer's life too.

Sam smiled at Carly's father and accepted his dance invitation. "Sure," she put her small hand in his strong one and was lead to the middle of the dance floor. Steven was old fashioned and it showed in the way he danced. He put one hand on Sam's back between her shoulder blades and the other was holding her hand. They danced in silence for a while, each surprised at the other ones ability to keep in rhythm until Steven broke the sweet stillness. "I care about you as if you were my own daughter. I love you and I hate to see you hurting."

Sam wanted to pull away right then and there. This was going to end badly, she knew it. Everything involving her relationship with Spencer always ended badly. "Mr. Shay.. uh, I mean, Steven, I don't know what you're talking about. I'm perfectly fine." That was a lie and she well knew it. She wasn't fine and it had everything to do with Spencer Shay.

"Sam," Steven's voice was soft and caring yet firm at the same time. It let Sam know that he knew what he was talking about. "I hate to admit this but I can see something has happened between you and my son. Something that is none of my business, I understand, but I care so much about you both. The last time I was in the same room with Spencer he was crazy. All the time laughing and saying stupid, witty things. But ever since I saw him today he's been... well, distracted. I think you know more about this than I do. Care to fill me in?"

* * *

><p>Spencer watched Sam and his father dance from the sidelines. His heart hurt from the pain of being broken in two. He missed his Sam. He missed all they had. He missed her friendship. He missed being able to talk to her about anything and everything. He missed her something fierce.<p>

"Why don't you ask her to dance?"

Spence just about jumped out of his seat. He hadn't even noticed Carly standing there beside him.

"Well?" Carly had her hands on her tiny waist.

"Well what?"

"Spencer, I know you're slowly backing out of this plan. You're scared, I can tell. But if you don't make a move now you might never get another chance."

Spencer shook his head, "No, it'll never work. I'm too old. She'll never want to spend her life with me." He stood up and looked at his sister.

Carly put her hands on Spencer's shoulders and turned him to look at Sam and their father who were still dancing but now appeared to be laughing. "I'm not telling you to ask her to spend her life with you. I'm asking you not to blow this because you're afraid of failing. You go at your sculptures and paintings as if you have nothing to lose. Most of them, when you tell me what they will be, I wonder how that will ever work; but regardless of how crazy, they always do. Someone always sees the beauty in them. Now you see the beauty in Sam and she sees the beauty in you. The idea might come across as crazy to most, maybe even to you, but you're the artist. Now, go show everyone how wrong they are... Go create a masterpiece!" Carly pushed him in their direction and left him to either run away or face his fears.

Spencer took a deep breath and stepped forward. He walked across the dance floor, running into several dancing couples until me was standing behind his father. He cleared his throat and tapped on Steven's shoulder, "Excuse me. May I cut in?"

Steven Shay let loose of Sam and turned to his son, "Certainly! I'm going to go spend some time with my little girl." He bowed out gracefully leaving Spencer and Sam all alone in a crowded room.

"Sam," Spencer politely bowed, holding out his hand hoping she would take it before he vomited due to nerves. Lucky for him she did. She even smiled at him.

Sam was glad to finally be alone with Spencer. She immediately noticed how much Spencer and Steven danced alike and was nearly shocked at the way he moved in perfect step. They seemed to take on their own rhythm with the song that played; before Sam knew it Spencer was twirling her; then dipped her. "I had no idea you could dance like this, Spencer! I'm impressed!"

"There are a lot of things you don't know about me, Sam." He twirled her again, when she came back to him he pulled her closer. He wasn't going to do this because Carly told him he should; he wasn't going to do this because he was lonely without her; he was going to do this because he knew Sam was worth it. She was worth the possible rejection. She was worth every embarrassing thing he might have to say to win her back. "You don't know that my favorite color is green or that I can play the banjo."

Sam eyes smiled, "Spencer you don't have to-"

"No, Sam. I want to. You deserve to know everything about me. Even if you find out I'm a little weird in the end." He grinned.

"You say that as if I don't _already_ think you re weird!"

Spencer laughed and twirled her again just because he loved to see her blonde curls fly through the air and land flawlessly on her bare shoulders. "Now where was I? Oh yes, I am afraid of spiders. I love to wear crazy socks." He bent in towards her ear and whispered, "I'm wearing orange ones right now with flashing purple lights. If Carly knew she would _freak_!"

Sam threw her head back and laughed. She wanted to spend the rest of her life just like this; in his arms, laughing; having the time of her life.

"Let's see, I set things on fire accidently all the time. I still love to drink milk in the shower and I still love to watch cartoons on Saturday mornings." He smiled at her and then bent down to her ear once more. This confession had to be just between them. Not because he didn't want anyone else to know but because he wanted this moment to belong to just them. _Then_ he would shout it to everyone else in the room. "But there's something you don't know about me, Sam. Something more important than anything in this world;" He waited a moment, deeply inhaling the scent of her blond locks. Then, with nothing to lose he spoke the words he'd feared to say the most, "...I'm in love with you." He lifted her up to his height and looked her deep into the eyes before putting his heart and soul into a kiss that gave him strength and made him weak in the knees all at once. A kiss he'd been dying to give her for a long time. _I love you Samantha Puckett! Forever and always; I love you!_

* * *

><p>Sam's heart raced as Spencer held her in his arms. Spencer loves me, her heart echoed over and over. He really loves me! Ever since she was sixteen she knew she loved him, but she'd often worry about what might happen if things didn't work out. Her friendship with Carly would dissipate, her shelter from her mother's mean boyfriends would no longer exist. She'd be alone. And since the day she walked out of Spencer's life that's exactly how she felt. She hadn't noticed how much she depended on Spencer until he wasn't there to talk to her. He and Carly were the only ones who'd ever seen her cry; really cry. And when that was gone, she didn't know what to do. But thankfully, somehow, she and Spencer were together now. They'd been though the toughest times together and though it wouldn't always be smooth sailing, she knew he loved her and she loved him. And in a world that's falling apart, love is all you need!<p>

Spencer stroked Sam's hair, holding her as close as possible. Nothing would come in-between them in this moment. He couldn't explain that feelings Sam gave him. More than physical feelings, more than anything he's ever felt before. She made him want to settle down and start a family. She made him want to have kids; as many as she wanted he was willing to give her. Right here and right now he wanted to run off with her and make her his bride. "Sam," Spencer held her still.

"Hmm" Sam mumbled. She loved the way she could feel the soft rumble of his voice against her cheek.

"Let's get married." Spencer was serious; sort of. He did want to marry her... maybe not tonight... but he wanted her to know that he was seriously crazy about her.

Sam giggled. "Spencer, you know we can't. Not yet anyway."

Spencer sighed. "I know, but I want to spend forever with you." What had happened to him? Just four months ago he had been a silly artist who lied about being in Law School to his father. Now he was in love with his teenage sister's best friend and he was thinking about marriage and kids. Certainly when he first met her he did not think he would be with her like this today. But then again, that's when he met Sam Puckett. Four months ago he met the future Samantha Shay. _Samantha Shay... I like that!_ Spencer smiled and let out a chuckle.

"What's so funny?" Sam asked just before stretching to her tip toes to plant a tiny kiss on Spencer's cheek.

"Oh nothing." Spencer swooped down and swiftly returned the kiss. His heart jumped with joy. "Come on," he took her hand and headed towards the door.

"Where are we going?"

"Back to the car. I have something I need to show you." Spencer grinned at her.

* * *

><p>When they were at the car Spencer had her cover her eyes. He opened the trunk and pulled out the large painting, still wrapped, closed the trunk lid and leaned the canvas against the tinted back windshield. "Okay," he said, still holding the painting to make sure it didn't fall he took the wrapping off. "You can open your eyes now."<p>

She did and saw the painting. It was a detailed picture of her and Spencer dressed as they had for Prom. With beautiful strokes of his paintbrush, Spencer had captured the moment when he had walked her to the car for Prom. Sam looked at Spencer. She didn't really know what he was trying to say by this.

"That night," Spencer started but his voice cracked of emotion. He cleared his throat and began again, "That night, in that very moment, I fell in love with you, Sam."

Sam's heart swelled. "Spencer, that's so sweet. You painted this to tell me that?" Then she realized what she said, "Wait, you _painted_ this! I thought you hit a 'Creativity Block' !"

Spencer nodded; a smile claiming his face. "It's amazing what can happen when your heart and mind are inspired by love."


End file.
